Sanomedics (SIMH) 10-K 12 May 15 2014 FY Annual report Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2014	5-May-15	Jun. 30, 2014
Document And Entity Information
Entity Registrant Name	Sanomedics, Inc.
Entity Central Index Key	1501972
Document Type	10-K
Document Period End Date	31-Dec-14
Amendment Flag	FALSE
Current Fiscal Year End Date	-19
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		14,966,877
Entity Public Float			$3,955,297
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2014

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Dec. 31, 2014	Dec. 31, 2013
Current Assets
Cash	$210,138	$9,560
Accounts receivable, net	241,967	19,225
Inventories	22,472	39,060
Prepaid expenses	338,990	612
Total Current Assets	813,567	68,457
Fixed assets, net	20,040	12,562
Patents, net	11,836	16,816
Deposit	7,999	7,999
Total Assets	853,442	105,834
Current Liabilities
Accrued salaries payable	255,075	705,569
Accounts payable and other liabilities	477,132	264,848
Accrued interest payable	136,989	362,284
Accrual for contingencies on contract rescission	165,702	500,000
Convertible notes payable, net of debt discount	1,633,047	300,762
Derivative liabilities	2,771,414	1,070,728
Due to related parties	24,882	152,588
Total Current Liabilities	5,464,241	3,356,779
Notes payable - related parties net of discount	442,919	1,873,123
Total Liabilities	5,907,160	5,229,902
Commitments and Contingencies
Stockholders' Deficit
Preferred stock, $0.001 par value: 1,000 shares authorized, issued and outstanding as of December 31, 2014 and 2013, respectively	1	1
Common stock, $0.001 par value: 250,000,000 shares authorized, 1,747,077 and 36,361 issued and outstanding as of December 31, 2014 and 2013, respectively.	1,747	37
Additional paid in capital	15,204,169	8,122,807
Stock subscription receivable	-20,000	-20,000
Accumulated deficit	-20,239,635	-13,226,913
Total Stockholders' Deficit	-5,053,718	-5,124,068
Total Liabilities and Stockholders' Deficit	$853,442	$105,834

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Stockholders' Deficit
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares authorized	1,000	1,000
Preferred stock, shares issued	1,000	1,000
Preferred stock, shares outstanding	1,000	1,000
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	1,747,077	36,361
Common stock, shares outstanding	1,747,077	36,361

Consolidated_Statements_of_Ope

Consolidated Statements of Operations (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Consolidated Statements Of Operations
Revenues, net	$677,728	$263,745
Cost of goods sold	131,451	59,149
Gross profit	546,277	204,596
Operating expenses
General and administrative	2,811,829	1,148,995
Stock compensation	641,996	756,553
Research and development	4,414	111,500
Depreciation and amortization	11,669	9,468
Total operating expenses	3,469,908	2,026,516
Loss from operations	-2,923,631	-1,821,920
Other income (expense)
Amortization of debt discount	-2,861,477	-453,894
Change in fair value of derivative liabiities	-188,820	-84,622
Loss on extinguishment of debt	-581,147
Loss on writedown of disposed patents		-15,000
Loss on rescission		-1,790,000
Interest expense	-457,647	-148,195
Total other expense	-4,089,091	-2,491,711
Net loss before income taxes	-7,012,722	-4,313,631
Income taxes
Net loss	($7,012,722)	($4,313,631)
Net loss per share - basic and diluted	($22.91)	($330.96)
Weighted average number of shares outstanding during the period - basic and diluted	306,062	13,034

Consolidated_Statement_of_Chan

Consolidated Statement of Changes in Stockholders' Deficit (USD $)	Preferred Stock	Common Stock	Additional Paid-In Capital	Stock Subscription Receivable	Retained Earnings / Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 31, 2012	$1	$17	$5,769,079	($20,000)	($8,913,282)	($3,164,185)
Beginning Balance, Shares at Dec. 31, 2012	1,000	16,323
Stock issued to consultants, Shares		121
Stock issued to consultants, Amount		0	189,342			189,342
Issuance of stock option to purchase common stock			147,210			147,210
Stock issued for investor relations, Shares		4,800
Stock issued for investor relations, Amount		5	5,995			6,000
Stock issued for Prime Time acquisition, Shares		425
Stock issued for Prime Time acquisition, Amount		0	750,000			750,000
Stock issued to related party, Shares		2,400
Stock issued to related party, Amount		2	419,998			420,000
Computed debt discount on convertible notes			212,961			212,961
Conversion of debt to common stock, net of derivative, Shares		12,292
Conversion of debt to common stock, net of derivative, Amount		13	628,222			628,235
Net Loss					-4,313,631	-4,313,631
Ending Balance, Amount at Dec. 31, 2013	1	37	8,122,807	-20,000	-13,226,913	-5,124,068
Ending Balance, Shares at Dec. 31, 2013	1,000	36,361
Stock issued to consultants, Shares		5,521
Stock issued to consultants, Amount		6	273,722			273,728
Stock issued for investor relations, Shares		1,200
Stock issued for investor relations, Amount		1	2,024			2,025
Computed debt discount on convertible notes			2,485,253			2,485,253
Conversion of debt to common stock, net of derivative, Shares		1,640,331
Conversion of debt to common stock, net of derivative, Amount		1,640	3,659,015			3,660,655
Cancellation of stock, Shares		-2,576
Cancellation of stock, Amount		-3	3
Initial derivative liabilities related to warrants and stock options			-425,010			-425,010
Stock issued in connection with debt financing, Shares		1,076
Stock issued in connection with debt financing, Amount		1	159,999			160,000
Stock issued in lieu of accrued salaries, Shares		53,031
Stock issued in lieu of accrued salaries, Amount		53	810,033			810,086
Stock issued for cash, net of warrants offering cost, Shares		12,133
Stock issued for cash, net of warrants offering cost, Amount		12	116,323			116,335
Net Loss					-7,012,722	-7,012,722
Ending Balance, Amount at Dec. 31, 2014	$1	$1,747	$15,204,169	($20,000)	($20,239,635)	($5,053,718)
Ending Balance, Shares at Dec. 31, 2014	1,000	1,747,077

Consolidated_Statements_of_Cas

Consolidated Statements of Cash Flows (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	($7,012,722)	($4,313,631)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	11,669	9,468
Provision for sales returns and allowances	12,000
Stock compensation	641,996	756,553
Amortization of debt discount on convertible notes	2,861,477	453,894
Amortization of prepaid expenses	501,010
Change in fair value of derivative liabilities	188,820	84,622
Loss on extinguishment of debt	581,147
Loss on writedown of disposed patents		15,000
Loss on rescission		1,790,000
Changes in operating assets and liabilities
Accounts receivable	-234,742	-11,108
Inventory	16,588	-36,889
Prepaid expenses	612	-612
Deposits		-7,999
Accrued salaries payable	2,631	118,393
Accounts payable and other liabilities	478,935	128,161
Accrued interest payable	63,147	145,284
Accrual for contingencies on contract rescission	-273,375
Due to related parties	-127,706	86,850
Net Cash Used In Operating Activities	-2,288,513	-782,014
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets	-14,168
Payments on acquisition of investment		-540,000
Net Cash Used In Investing Activities	-14,168	-540,000
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related parties	853,240	539,490
Sale of common stock	227,500
Repayment of convertible notes payable	-252,750
Proceeds from convertible notes payable	1,675,269	766,000
Net Cash Provided By Financing Activities	2,503,259	1,305,490
Net increase (decrease) in cash	200,578	-16,524
Cash - beginning of period	9,560	26,084
Cash - end of period	210,138	9,560
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for: Income taxes
Cash paid during the period for: Interest
NON-CASH TRANSACTIONS
Common stock issued for conversion of debt, net of derivative	3,660,655	847,196
Computed debt discount on convertible notes	2,485,253	212,961
Accrued salaries payable converted to convertible promissory note payable - officer	810,086	703,339
Warrant offering costs on sale of comon stock	111,165
Common stock issued for acquisition rescission		750,000
Common stock issued in connection with debt financing	150,718
Convertible notes issued for legal services	840,000
Initial derivative liability on warrants/options	425,000
Convertible note assignments from related party to third parties	$790,612	$370,250

DESCRIPTION_OF_BUSINESS_AND_SU

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Description of Business
	Sanomedics, Inc. formerly Sanomedics International Holdings, Inc. (the “Company”) formerly Grand Niagara Mining and Development Co, Inc. ("Grand Niagara") was originally incorporated in the state of Idaho in 1955 and re-domiciled in the state of Delaware on April 6, 2009. The Company designs, develops, markets and distributes non-invasive infrared thermometers principally for healthcare providers.
	Rescission of Prime Time Medical, Inc.
	On August 30, 2013, the Company acquired a 100% interest and assumed full financial and operational control of Prime Time Medical Inc. (“Prime Time”) pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Prime Time and Mark R. Miklos (“Miklos”), the sole equity holder and seller of Prime Time for a total purchase price of $3,100,000, subject to certain adjustments. The purchase price consisted of a combination of $1,350,000 in cash, promissory notes of $1,000,000 and 425 shares of the Company’s restricted common stock with a fair value of $750,000.
	After assuming control, the Company discovered that the Seller failed to disclose that there were on-going audits with respect to Prime Time’s Medicare and Medicaid billings for periods prior to the consummation of the transaction. These audits have escalated and, as a result, Prime Time could no longer invoice Medicare and Medicaid for any products or services and be paid for such products and services until the outcome of the audits which could last at least two years. Also, as a result of other Medicare and Medicaid audits for periods prior to the consummation of the transaction, Medicare and Medicaid are demanding payments for products that Prime Time was paid prior to the closing of the transaction that were improper. It is estimated that Prime Time may owe Medicare and Medicaid up to $500,000 in improper payments and at least another $500,000 in accounts receivable that will not be paid to Prime Time pending the outcome of the audits.
	On March 13, 2014, after discovering numerous material differences between financial statements reproduced by the Company and the financial statements provided by Miklos in connection with the Stock Purchase Agreement, coupled with the foregoing events and Medicare and Medicaid’s constraint on Prime Time’s business and payment stream, the Board of Directors of the Company determined that the business could no longer survive and thus opted to pursue a rescission of the completed transaction with Prime Time. In connection with the contemplated rescission recorded a loss on rescission of $1,790,000 from its investment and advances in Prime Time in the accompanying consolidated statements of operation for the year ended December 31, 2013. The accompanying consolidated balance sheets as of December 31, 2013 also reflect an accrual for payments related to the rescission of $500,000 paid subsequently. The Company paid $334,298 of this amount during 2014.
	On March 18, 2014, the Company filed a lawsuit against Miklos alleging breach of contract, fraud in the inducement, fraudulent misrepresentation, unjust enrichment, conversion, breach of fiduciary duty and damages. The Company is seeking judgment against the Seller, restitution, rescission of the Stock Purchase Agreement and Employment Agreement and return of all monies and stock paid to the Seller.
	On March 19, 2014 the Company was served with a lawsuit filed by Miklos against the Company and Anovent, Inc., alleging breach of the Employment Agreement entered into with the Company, improper notice of termination, and other action to foreclose a security interest in personal property and intangibles as a result of the alleged defaults under the Security Agreement. The Company believes there is no merit to the Miklos lawsuit and intends to defend itself aggressively.
	Principles of Consolidation
	The Company consolidates its 100% interest in the following entities: Thermomedics, Inc., Sanomedics Development, Inc. (inactive since 2010), Anovent, Inc., and Biscayne Medical LLC.; with the last two companies formed as acquisition corporations with no activity to date. All significant intercompany accounts and transactions have been eliminated in consolidation.
	Use of Estimates
	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Use of estimates includes the following: 1) valuation of derivative and equity instruments, 2) allowance for doubtful accounts, 3) estimated useful lives of property, equipment and intangible assets, 4) revenue recognition, and 5) estimates related to deferred tax assets.
	Cash
	For purposes of reporting cash flows, the Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2014 and 2013, the Company had no cash equivalents.
	Revenue Recognition
	Revenue from sales of the Company’s products is recorded when title and risk of loss have passed to the buyer and criteria for revenue recognition is met. The Company sells its products to individual consumers and resellers upon receipt of a written order. The Company has a limited return policy for defective items that requires that they give the Company notice within 30 days after receipt of the product, however such risk is passed to the manufacturer and therefore, the Company recognizes revenue at the time of delivery without providing any reserve.
	Certain product sales are subject to rights of return. Such rights include the right to return defective items within 30 days and with certain large accounts a right to return unsold product. For products sold where the buyer has the right to return the product, the Company recognizes revenue at the time of sale only if (1) the Company’s price to the buyer is substantially fixed or determinable at the date of sale, (2) the buyer has paid the Company, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product, (3) the buyer’s obligation to the Company would not be changed in the event of theft or physical destruction or damage of the product, (4) the buyer acquiring the product for resale has economic substance apart from that provided by the seller, (5) the Company does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and (6) the amount of future returns can be reasonably estimated. The Company recognizes such product revenues when either it has met all the above criteria, including the ability to reasonably estimate the right of return of unsold items, or when it can reasonably estimate that the return privilege has expired. The Company has incurred an immaterial amount of returns.
	Concentration of Credit Risk
	Financial instruments which subject the Company to concentrations of credit risk include cash and accounts receivable. At times throughout the year, the Company might maintain bank balances that may exceed Federal Deposit Insurance Corporation (FDIC) insured limits. Periodically, the Company evaluates the credit worthiness of the financial institution and, has not experienced any losses in such accounts. The Company extends credit based on an evaluation of the customer's financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, as required.
	Accounts Receivable
	Accounts receivable represents amounts due from the Company’s customers. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management utilizes a specific customer identification methodology. Management also considers historical losses adjusted for current market conditions and the customers’ financial condition and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The Company’s allowance for doubtful accounts was $12,000 and $0 for the years ended December 31, 2014 and 2013, respectively.
	Inventories
	Inventories are stated at the lower of cost (on a first-in, first-out basis) or market value. The stated cost is comprised of finished goods of non-invasive thermometers. Reserves, if necessary, are recorded to reduce inventory to market value based on assumptions about consumer demand, current inventory levels and product life cycles for the various inventory items. These assumptions are evaluated quarterly and are based on the Company’s business plan and from feedback from customers and the product development team; however, as the Company has a fairly limited operating history, estimates can vary significantly. As of December 31, 2014 and 2013, inventory reserves were not material.
	Reserves for Warranty
	The Company records a reserve at the time product revenue is recorded based on historical rates. The reserve is reviewed during the year and is adjusted, if appropriate, to reflect new product offerings or changes in experience. Actual warranty claims are tracked by product line. The warranty reserve was not material during either year ended.
	Fixed Assets
	Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which is generally 5 to 7 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income or expense.
	The Company will periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.
	Advertising Costs
	Advertising costs are expensed as incurred. Advertising costs for the years ended December 31, 2014 and 2013 were $10,981 and $25,432, respectively.
	Shipping and Handling
	Costs incurred by the Company for shipping and handling are included in costs of revenues. Shipping and handling costs for the years ended December 31, 2014 and 2013 were $17,297 and $16,194, respectively.
	Income Taxes
	The Company accounts for income taxes under ASC 740, Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
	ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. This first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.
	Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company's evaluation was performed for the tax years ended December 31, 2014 and 2013. The Company does not expect any changes in its unrecognized tax benefits in the next year.
	The Company’s policy for recording interest and penalties related to unrecognized tax benefits is to record such expenses as a component of current income tax expense. As of December 31, 2014 and 2013, the Company has no accrued interest or penalties related to uncertain tax positions.
	Research and Development Expense
	Costs related to research and development, which primarily consists of salaries and benefits, stock compensation and consulting are charged to expense as incurred.
	Patents
	We capitalize external cost, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights. We expense cost associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized patent cost for internally generated patents on a straight-line basis over ten years, which represents the estimate useful lives of the patents. We assess the potential impairment to all capitalized net patent cost when events or changes in circumstances indicate that the carrying amount of our patent portfolio may not be recoverable. As of December 31, 2014 and 2013 patent costs, net of amortization of $22,937 and $17,957, respectively, totaled $11,836 and $16,816, respectively. The Company incurred amortization expense of $4,980 for the years ended December 31, 2014 and 2013 related to these patents. Future amortization is expected to be $4,980 in 2015 and 2016 and $1,876 in 2017.
	Derivatives
	The Company used the Monte Carlo simulation pricing model to determine the fair value of the derivative liability related to embedded conversion features included in the related party convertible note-officer and convertible promissory notes. The Company derived the fair value of the embedded conversion features using the common stock price, the exercise price of the embedded stock, the risk-free interest rate, the historical volatility, and the Company's dividend yield. The Company does not have sufficient historical data to use its historical volatility; therefore the expected volatility is based on the historical volatility of comparable companies. The Company developed scenarios to take into account estimated probabilities of future outcomes. The fair value of the embedded conversion liabilities is classified as Level 3 within the Company's fair value hierarchy.
	Convertible Debt
	The Company accounts for hybrid contracts that feature conversion options in accordance with applicable GAAP. Accounting Standards Codification 815 “Derivatives and Hedging Activities,” (“ASC 815”) requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
	Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC 470-20 “Debt with Conversion and Other Options” (“ASC 470-20”). Under ASC 470-20 the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company accounts for convertible instruments (when the Company has determined that the embedded conversion options should be bifurcated from their host instruments) in accordance with ASC 815. Under ASC 815, a portion of the proceeds received upon the issuance of the hybrid contract are allocated to the fair value of the derivative. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations.
	Basic and Diluted Net Loss Per Share
	The Company computes net income (loss) per share in accordance with ASC Topic 260, Earning per Share, which requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period, including contingently issuable shares where the contingency has been resolved. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted loss per share excludes all dilutive potential shares as their effect is anti-dilutive. For the years ended December 31, 2014 and 2013, outstanding stock options, warrants, and shares issuable upon conversion of convertible notes were anti-dilutive because of net losses, and, as such, their effect has not been included in the calculation of diluted net loss per share.
		Years Ended December 31,
		2014		2013
	Options		8,120		8,778
	Warrants		12,239		229
	Shares from convertible notes (1)		10,543,785		7,168
	Total		10,543,785		7,168
	(1) Shares issuable upon conversion of preferred stock have been excluded from this computation because of the specific right of conversion as further explained in Notes 8 and 13.
	Stock Based Compensation
	The Company applies the fair value method of ASC 718, Compensation-Stock Compensation, in accounting for its stock based compensation. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. The Company uses the Black-Scholes option pricing model to determine the fair value of its stock, stock options and warrant issuance. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price, volatility over the term of the awards, actual employee exercise behaviors, risk-free interest rate and expected dividends.
	Fair Value
	FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:
	Level 1—Quoted market prices for identical assets or liabilities in active markets or observable inputs;
	Level 2—Significant other observable inputs that can be corroborated by observable market data; and
	Level 3—Significant unobservable inputs that cannot be corroborated by observable market data.
	The carrying amounts of cash, accounts receivable, accrued salaries payable, accounts payable and other liabilities, and accrued interest payable approximate fair value because of the short-term nature of these items.
	The fair value of the Company’s debt approximated the carrying value of the Company's debt as of December 31, 2014 and December 31, 2013. Factors that the Company considered when estimating the fair value of its debt included market conditions, liquidity levels in the private placement market, variability in pricing from multiple lenders and term of debt.
Recent Accounting Pronouncements
On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is effective for public entities for annual reporting periods beginning after December 15, 2016. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard in 2018.
In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ("ASU No. 2014-12"). ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. ASU No. 2014-12 is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. The adoption of the provisions of ASU No. 2014-12 is not expected to have a material impact on the company's financial position or results of operations.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern—Disclosures of Uncertainties about an entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) . ASU 2014-15 provides new guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards and to provide related footnote disclosures. This new guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The requirements of ASU 2014-15 are not expected to have a significant impact on the consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for the fiscal years beginning after December 15, 2015. Early adoption permitted for the financial statements that have not been previously issued. The adoption of this statement will impact future presentation and disclosures of the financial statements.
Reclassifications
Certain 2013 balances were reclassified to conform to classifications used in the current period.

LIQUIDITY_AND_GOING_CONCERN

LIQUIDITY AND GOING CONCERN	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 2 - LIQUIDITY AND GOING CONCERN	The consolidated financial statements have been prepared on a going concern basis, and do not reflect any adjustments related to the uncertainty surrounding the Company’s recurring losses, working capital deficiency or accumulated deficit.
	The Company currently has a working capital deficiency, limited revenue and is incurring losses. These factors raise substantial doubt about its ability to continue as a going concern. Throughout 2014 and 2013 management has financed the Company’s operations principally through approximately $853,000 in loans during 2014 from an affiliate of the Company’s former Chief Executive Officer (“CEO”), who is also one of the principal shareholders and through the issuance of convertible debt instruments in which the Company raised approximately $1.4 million during 2014.
	The Company plans to raise additional capital for its operations and search for additional acquisitions.
	The ability of the Company to continue as a going concern is dependent upon it ability to successfully raise additional capital and achieve profitable operations. However, management cannot provide any assurances that the Company will be successful in completing this financing and accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

FIXED_ASSETS_NET

FIXED ASSETS, NET	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 3 - FIXED ASSETS, NET	Fixed assets, net consist of the following:
		December 31,		December 31,
		2014		2013
	Furniture and equipment	$	41,883	$	27,715
	Less accumulated depreciation		21,843		15,153
		$	20,040	$	12,562
	Depreciation expense for the years ended December 31, 2014 and 2013, was $6,689 and $4,488; respectively.

REVOLVING_LINE_OF_CREDIT_AND_R

REVOLVING LINE OF CREDIT AND REFINANCING	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 4 - REVOLVING LINE OF CREDIT AND REFINANCING	TCA Credit Agreement:
	On January 9, 2014, the Company entered into a Senior Secured Revolving Credit Facility Agreement (the "Credit Agreement") with TCA Global Credit Master Fund L.P., a Cayman Islands Limited Partnership (“TCA”). Pursuant to the Credit Agreement, TCA extended to the Company up to a $5 million revolving credit facility. An initial credit line of $2,300,000 was provided by TCA at closing, with $1,000,000 funded on the date of closing and the remaining $1,300,000 representing future funding for pending acquisitions.
	The amounts borrowed pursuant to the Credit Agreement were evidenced by a Revolving Note (the "Note") from the Company and certain of the Company’s subsidiaries in the principal amount of $1,000,000 which bore interest at the rate of 11% per annum and matured July 9, 2014. The Note was convertible at the option of TCA into shares of the Company’s common stock at a variable conversion price equal to 85% of the lowest daily trading volume weighted average price of the Company’s common stock during the five business days preceding the conversion date. At closing the Company also paid TCA an equity advisory fee of $160,000 which was paid through the issuance of 1,076 shares of our common stock.
	The Credit Agreement contained negative and financial covenants. The Company was not in compliance with certain of these covenants and on May 12, 2014, TCA provided the Company with a notice of default of the Credit Agreement. On May 21, 2014, the Company, along with several other entities, filed a Complaint in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida, against TCA for breach of contract and unjust enrichment. On July 1, 2014, TCA filed a separate action against the Company, two officers of the Company, and its wholly owned subsidiaries, claiming that the Company has defaulted on the note, and seeking at least $901,142 in damages, plus pre-judgment interest, attorney’s fees, costs, foreclosure on associated collateral, and the proceeds from any sale of that collateral.
	Redwood Refinancing:
	On September 23, 2014, the Company executed a series of agreements with TCA and Redwood including a certain amendment agreement with Redwood, modifying the Credit Agreement previously entered into with TCA on January 9, 2014. Redwood entered into a Debt Purchase Agreement with TCA related to the TCA obligations. Pursuant to those agreements, Redwood assumed the TCA obligations, including conversion rights of TCA. In connection therewith, the Company executed two replacement revolving notes, one for $117,075 and a second for $1,287,824 (the “Notes”). The Notes are convertible at the option of Redwood into shares of the Company’s common stock. On the debt modification date, it was determined that a substantial modification of the terms of the Credit Agreement was made as the exchange affected the terms of the embedded conversion option, from which the change in the fair value of the embedded conversion option is at least 10% of the carrying amount of the original debt instrument immediately prior to the exchange. Accordingly, the change in embedded conversion option resulted in a loss on debt extinguishment expense. The Company recognized $581,147 of debt extinguishment expense related to the modification of the Credit Agreement for the year ended December 31, 2014.
	The foregoing refinancing lifted the pending default status of the TCA obligations and also placed their current litigation proceedings against the Company and certain of its officers in abeyance until the TCA obligations were entirely paid in full.
	On October 20, 2014, Redwood accelerated the complete payoff of the Note to TCA and, accordingly, the Company was deemed to have satisfied all outstanding debt obligations owed to TCA and all litigation between the Company, its officers and TCA was dismissed. As of December 31, 2014 the balance of the refinanced Redwood notes was $388,181, net of $72,842 debt discount.

NOTES_PAYABLE_RELATED_PARTY

NOTES PAYABLE -RELATED PARTY	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 5 - NOTES PAYABLE -RELATED PARTY	Notes payable to related parties consists of the following:
		December 31,		December 31,
		2014		2013
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated September 30, 2010. Note accrues interest at 9% per annum, due and payable on March 31, 2015 (A)	$	-	$	50,000
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated March 12, 2011. Note accrues interest at 9% per annum, due and payable on March 31, 2015 (A)		-		66,750
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated September 30, 2011. Note accrues interest at 9% per annum, due and payable on March 15, 2015 (A)		-		95,000
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated March 12, 2011. Note accrues interest at 8% per annum, due and payable on March 15, 2015 (A)		-		334,787
	Two Secured Convertible Promissory Note – CLSS Holdings, LLC, dated June 30, 2014. Notes accrue interest at 8 % per annum, due and payable on June 1, 2016, net of discount of $369,477 and $- ( B )		131,243		-
	Secured convertible Promissory Note – CLSS Holdings, LLC dated December 1, 2014 Note accrues interest at 8% per annum, due and payable November 30, 2017, net of discount of $235,856.		6,644		-
	Convertible Promissory Note - Officer dated June 17, 2013. Note accrues interest at 9% per annum, due and payable on March 15, 2016 , net of discount of $48,306 and $502,385(C)		305,032		200,954
	Total Notes		442,919		747,491
	Other advances from CLSS Holdings, Inc, LLC, not evidenced by a promissory Note		-		1,125,632
			442,919		1,873,123
	Less: Current portion		-		-
		$	442,919	$	1,873,123
	Future maturities of related party debt are as follows:
	Year Ending December 31,
	2015	$	-
	2016	$	436,275
	2017	$	6,644
	Total Principal Payments	$	442,919
	The secured convertible promissory notes above are collateralized by substantially all the assets of the Company and are convertible, at the holder's option, into common shares of the Company at a fixed conversion price ranging from $31.25 to $62.50 per share or at a conversion price of 50% discount to defined market prices. CLSS Holdings, LLC is wholly owned by the former Company's CEO who also is a principal shareholder of the Company.
	(A) During 2014, $546,537 was assigned to seven (7) third parties, which subsequently converted to 1,205,194 shares of common stock (see Notes 6 and 8).
	(B) On August 29, 2014 and November 10, 2014, convertible notes totaling $97,824 were converted into shares of common stock at a conversion price of $3.41. In connection with this conversion the Company issued 28,661 shares of common stock.
	(C) On July 25, 2014 and December 30, 2014, convertible notes totaling $350,000 were converted into shares of common stock at conversion prices of $4.29. In connection with these conversions the Company issued 81,627 shares of common stock.

CONVERTIBLE_NOTES_PAYABLE

CONVERTIBLE NOTES PAYABLE	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 6 - CONVERTIBLE NOTES PAYABLE	Third party convertible notes payable consists of the following:
		December 31,			December 31,
		2014			2013
	Convertible promissory note with interest at 9% per annum, convertible into common shares at fixed price of $0.50 per share. Matured on August 24, 2014 net of unamortized discount of $-0- and $37,500, respectively. (A)	$	65,497		$	37,500
	Seven (7) Convertible promissory notes with interest ranging from 6% to 12% per annum, convertible into common shares at a conversion price prices ranging from 10%to 50% discount to defined market prices. Maturity ranging from August 6, 2013 through October 25, 2014, net of unamortized discount of $ - and $229,907, respectively.(A)(B)		36,500			151,519
	Two (2) Convertible promissory notes with interest at 12% per annum (zero interest first 90 days) ,plus 10% original interest discount, convertible at a conversion price of 30% discount to defined market price . Matured on June 16, 2014 and December 9, 2014, net of unamortized discount of $ -0- and $97,587. (A)		57,598			111,743
	Five (5) Convertible promissory notes with interest ranging from 5.25% to 12% per annum, convertible into common shares at a conversion price of 50% discount to defined market prices. Maturity ranging from October 22, 2014 through October 11, 2015, net of unamortized discount of $ 52,763 and $ -0-, respectively. (A)(B)		113,548			-0-
	Two (2) Convertible promissory notes with interest at 8% per annum, convertible into common shares at a conversion price of 15% discount to defined market prices .Matures on August 1, 2015 and October 11, 2015, respectively, net of unamortized discount of $ 80,599 and $ -0-, respectively. (A)(B)		679,401			-0-
	Three (3) Convertible promissory notes with interest ranging from 12% to 13% per annum, convertible into common shares at a conversion price of 37.50% discount to defined market prices. Matures on April 15, 2015 through May 27, 2016, respectively, net of unamortized discount of $287,936 and $ -0-, respectively. (B)		680,503			-0-
			1,633,047			300,762
	Less current portion		(1,633,047	)		(300,762	)
		$	-0-		$	-0-
	(A) The convertible promissory notes are generally convertible at a conversion price equal to the discount to the average of the lowest three closing bid prices of the common stock during the 10 trading days prior to conversion. The embedded conversion features resulted in a derivative liability which has been measured using the Monte Carlo valuation method at December 31, 2014.
	(B) Four of these promissory notes are generally convertible at a conversion price equal to the discount to the average of the lowest three closing bid prices of the common stock during the 10 trading days prior to conversion. The embedded conversion features resulted in a derivative liability which has been measured using the Monte Carlo valuation method at December 31, 2014.
	In accordance with ASC 470-20 Debt with Conversion and Other Options, the Company allocated $3,525,257 and $828,906 of the derivative liability as discounts against the convertible notes for the years ended December 31, 2014 and 2013, respectively. The discounts are being amortized to interest expense over the term of the notes using the straight line method which approximates the effective interest method. The Company recorded $2,861,477 and $453,894 of interest expense pursuant to the amortization of the note discounts during the years ended December 31, 2014 and 2013, respectively.

DERIVATIVE_LIABILITIES

DERIVATIVE LIABILITIES	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 7 - DERIVATIVE LIABILITIES	The Company analyzed the related party convertible note-officer and convertible promissory notes referred to in Notes 5 and 6 based on the provisions of ASC 815-15 and determined that the conversion options of the convertible notes qualify as embedded derivatives.
	For the derivative instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then revalued at each reporting date The Company estimates the fair value of the embedded derivatives using a Monte Carlo simulation valuation model that combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, probability of a change of control and the trading information of our common stock into which the notes are convertible, as appropriate to value the derivative instruments at inception and subsequent valuation dates and the value is reassessed at the end of each reporting period, in accordance with FASB ASC Topic 815-15.
	Based on the Monte Carlo simulation, the fair value upon inception of the embedded derivatives were determined to total $5,665,527 and recorded as derivative liabilities. The embedded derivatives are revalued at the end of each reporting period and any resulting gain or loss is recognized as a current period charge to the consolidated statements of operations.
	The Company accounts for the embedded conversion features as derivative liabilities. The aggregate fair value of derivative liabilities as of December 31, 2014 and 2013 amounted to $2,771,414 and $1,070,728, respectively. The net increase of $1,700,686 in the fair value of the derivative liabilities from 2013 has been reflected as unamortized discount of $1,084,442 reflected in the convertible notes payable to officer and third parties, the amortization of debt discount of $2,861,477 and the change in fair value of the derivatives between the respective periods is included in other income (expenses) amounting to $188,820.
	The assets or liability’s fair value measurement within the fair value hierarchy is based upon the lowest level of any input that is significant to the fair value measurement. The following table provides a summary of the assets that are measured at fair value on a recurring basis.
		Consolidated Balance Sheet				Quoted Prices in Active Markets for Identical Assets or Liabilities(Level 1)			Quoted Prices for Similar Assets or Liabilities in Active Markets(Level 2)		Significant Unobservable
											Inputs(Level 3)
	Derivative Liabilities:
	December 31, 2014- Contingent consideration	$	2,771,414			$	-		$	-	$	2,771,414
	December 31, 2013- Contingent consideration	$	1,070,728			$	-		$	-	$	1,070,728
	The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis:
		For the Years Ended
		December 31,
		2014				2013
	Beginning balance	$	1,070,728			$	40,697
	Aggregate fair value of conversion features upon issuance		5,665,527				42,505,617
	Fair value of extinguishment of convertible notes		(4,689,838	)
	Net transfer into level 3		425,010	(1	)		-
	Fair value of warrants netted against common stock issued for stock		111,166
	Change in fair value of conversion features		723,137				(41,475,586	)
	Change in fair value of warrant and stock option derivative liabilities		(534,316	)			-
	Ending balance	$	2,771,414			$	1,070,728
	(1) Represents transfers out of equity in connection with the respective warrant and stock option derivative liabilities as a result of insufficient authorized shares available at December 31, 2014 for settlement of warrants and stock options.
	The fair value of the embedded conversion feature of the Convertible Debt at December 31, 2014 was calculated using the Monte Carlo simulation with the following factors, assumptions and methodologies: (1) conversion prices per share ranging from $0.09 to $42.50, (2) risk free rates ranging from .03% to .25%, (3) remaining life of conversion features (in years) ranging from .12 to 3.0, and (4) volatility ranging from 21.51% to 75.48%.
	The fair value of the embedded conversion feature of the Convertible Debt at December 31, 2013 was calculated using the Monte Carlo simulation with the following factors, assumptions and methodologies: (1) conversion price per share of $1.80, (2) risk free rates ranging from .10% to .13%, (3) remaining life of conversion features (in years) ranging from .44 to 1.24, and (4) volatility ranging from 42.9% to 55.5%.

EQUITY

EQUITY

12 Months Ended

Dec. 31, 2014

Notes to Financial Statements

NOTE 8 - EQUITY

Series A Preferred Stock

The Company had originally issued 1,000 shares of Series A Preferred Shares. The Series A Preferred Shares are not convertible and have no preferences or other rights except that the holders of the Series A Preferred shares shall be entitled to the number of votes that collectively equal 51% of the total number of votes that may be cast by the holders of Common Stock and Preferred Stock voting as one class. Refer to Note 13 –Subsequent Events for a clarification of the foregoing conversion rights of the Series A Preferred Stock.

Common Stock

On February 9, 2013, the Company issued a total of 40 shares of common stock to two consultants for services valued at $1,437.50 per share. As a result, the Company recorded stock compensation in the amount of $57,500.

On June 11, 2013 and June 28, 2013, in connection with a Securities Purchase Agreement and convertible promissory note in the principal amount of $77,985 the Company converted the note into a total of 23 shares of the Company’s common stock at a conversion price of $3,346.25 per share.

As compensation to consultants, on June 28, 2013, the Company issued a total of 21 shares of common stock to a public relations firm as settlement of its services valued at $1,849.62 per share. As a result, the Company recorded stock compensation in the amount of $38,842. Additionally on September 5, 2013, Redstone Investment Group, LLC was issued 60 shares of common stock for consulting services performed valued at $1,550 per share. As a result, the Company recorded stock compensation in the amount of $93,000.

As compensation for investor relations, on August 12, 2013, pursuant to a portion of Convertible Note due to CLSS originally at $220,000 and sold to six (6) third parties by the original holder in the principal amount of $6,000, the Company converted the Note into a total of 4,800 shares of the Company’s common stock and issued to the six (6) parties for investor relation services valued at $6,000. The Company has instructed its transfer agent to place a stop and cancel 1,000 shares for failure of services performed.

On September 3, 2013, the Company issued 425 shares of common stock to Mark R. Miklos valued at $750,000 in connection with the acquisition of Prime Time Medical.

In October and November 2013 in connection with a Securities Purchase Agreement and convertible promissory note (“Note”) in the principal amount of $125,000, the Company converted the Note into a total of 2,577 shares of the Company’s common stock at conversion prices of $37.50 and $50 per share.

On September 23, 2013, October 1 and 16, 2013 in connection with a Securities Purchase Agreement and convertible promissory note (“Note”) in the principal amount of $75,000, the Company converted the Note into a total of 1,012 shares of the Company’s common stock at conversion prices ranging from $50 to $75.00 per share.

On October 25, 2013, in connection with two (2) Securities Purchase Agreements and convertible promissory notes (“Notes”) in the total principal amount of $120,250, the Company converted the Notes into a total of 2,600 shares of the Company’s common stock at a conversion price of $46.25 per share.

On October 29, 2013, the Company’s Board of Directors authorized the issuance of 2,400 shares to CLSS Holdings, LLC, a company wholly owned by a former director and officer of the Company, issued in connection and in partial consideration, for the amendment of extension of maturity of certain promissory notes held by the Company in favor of CLSS. The shares were valued at $175.00 per share and recorded as stock compensation amounting to $420,000 in the accompanying financial statements.

On November 20, 2013, pursuant to a portion of Convertible Note due to CLSS originally at $367,000, the Company converted $180,000 portion of the Note into a total of 4,800 shares of the Company’s common stock at a value of $37.50 per share.

On December 2, 2013, in connection with a Securities Purchase Agreement and convertible promissory note in the principal amount of $50,000, the Company converted the note into a total of 1,280 shares of the Company’s common stock at a conversion price of $39.06 per share.

On February 28, 2014, in exchange for a reduction of debt of the Company owed to CLSS for a share price of $12.50 per share, the Company issued 25,138 shares of restricted common stock to various existing individual shareholders designated by the owner of CLSS.

On March 24, 2014, the Company converted a Convertible Note due to CLSS for $282,740 into 10,590 shares restricted at a price per share of $26.70.

On February 28, 2014, the Company issued 861 shares of common stock to two (2) parties as commissions on the TCA lending financing valued at $64,000.

During January 21, 2014 to March 28, 2014, the Company issued a total of 6,951 shares of restricted common stock to three (3) companies in connection with the conversion of convertible debt held.

On March 28, 2014, the Company issued 1,076 shares of common stock as payment of advisory fee to TCA in connection with the TCA lending facility valued at $160,000.

From April 1, 2014 to June 30, 2014, the Company issued a total of 6,956 shares of common stock to five (5) companies in connection with the conversion of convertible debt held.

On April 28, 2014 and May 16, 2014, the Company converted a total of $362,353 portions of a Convertible Note due CLSS totaling $682,500 into 9,219 shares restricted at a prices ranging from $31.25 to $56.25.

On June 9, 2014 the Company issued 1,460 shares of restricted common stock at a price of $62.25 per share to a third party as payment for services related to investor relations.

On June 11, 2014, the Company issued 4,678 shares of restricted common stock to a former officer and a shareholder at a price per share of $31.25 in settlement of $145,596 of unpaid and accrued salaries.

From July 1, 2014 through September 30, 2014, the Company issued a total of 19,446 shares of restricted common stock to a former officer and shareholder at prices per share ranging from $5.00 to $23.06 in settlement of $422,729 of unpaid and accrued salaries.

On July 25, 2014, the Company issued 23,233 shares of restricted common stock to an officer of the Company in connection with the partial conversion of convertible stock held.

On August 29, 2014 and September 17, 2014, the Company issued a total of 3,200 shares of restricted common stock to two (2) consultants as payment for financial and investor relations services valued at $29,755.

On August 29, 2014, the Company converted a portion of Convertible Note due to CLSS for $313,000 into 6,916 shares restricted at a price per share of $10.25.

From July 1, 2014 through September 30, 2014, the Company issued a total of 34,795 shares to six (6) parties in connection with the conversion of convertible debt held.

During October 1, 2014 and December 31, 2014, the Company issued a total of 383,615 shares to six (6) parties in connection with the conversion of $413,906 in convertible debt held.

On October 6, 2014 and November 10, 2014 the Company issued a total of 28,907 shares of restricted common stock to a former officer and shareholder at a prices ranging from $2.50 to $5.00 in settlement of $96,164 of unpaid and accrued salaries.

During October 13, 2014 through December 18, 2014, the Company issued 244,551 shares to a Company owned by a former officer and shareholder in connection with the conversion of $254,258 in convertible debt held.

From October 1, 2014 to December 31, 2014 the Company issued Redwood a total of 829,973 shares in connection with the conversion of $939,204 in convertible debt held.

During 2014, the Company cancelled 2,576 shares of common previously issued to consultants for investor relations after demanding their return for nonperformance of service.

On December 9, 2014, the Company issued 1,200 shares and 10,933 shares, respectively, to an individual investor and a Company owned by a former officer and shareholder at $18.75 per share in connection with the sale of its common stock plus warrants in a private placement.

On December 16, 2014, the Company issued 1,200 shares of restricted common stock to a consultant as payment for investor relations services valued at $2,025.

On December 30, 2014 the Company issued 58,394 shares of restricted common stock to an officer of the Company in connection with the conversion of $50,000 in convertible stock held.

On October 30, 2013, our board of directors approved a 1-for-10 reverse split of our common shares (“2013 Reverse Split”). The 2013 Reverse Split became effective on December 23, 2013. As a result of the 2013 Reverse Split, each shareholder of record as of December 23, 2013 received one (1) share of common stock for each ten (10) shares of stock they held prior to the 2013 Reverse Split.

On December 30, 2014, our board of directors approved a 1-for-125 reverse split of our common shares (“2014 Reverse Split”). The 2014 Reverse Split became effective on February 9, 2015. As a result of the 2014 Reverse Split, each shareholder of record as of February 9, 2015 received one (1) share of common stock for each one hundred twenty five (125) shares of stock they held prior to the 2014 Reverse Split. Additionally contemporaneously with this corporate action, the Company also approved the following corporate actions:

·

A change of its corporate name to Sanomedics, Inc.; and

·

An increase in the number of authorized shares of its common stock from 250,000,000 to 650,000,000 shares.

All references to common shares in the consolidated financial statements and accompanying notes to the consolidated financial statements have been retroactively restated to reflect the changes in capital structure resulting from the 2013 and 2014 Reverse Splits.

Stock Options

The Company uses the Black-Scholes option pricing model to determine the fair value of its stock options and warrant issuances. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price, volatility over the term of the awards, actual employee exercise behaviors, risk-free interest rate and expected dividends. For purposes of valuing stock options, the Company determined the expected volatility factor by comparing itself to the historic volatility of other companies in the same industry. The approximate risk free interest rate was based on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms equivalent to the Company’s expected term on its stock based compensation. The expected term of the Company’s stock options was based on an estimate of future employee exercises. The Company does not intend to pay dividends on its common stock in the foreseeable future. Accordingly, the Company used a dividend yield of zero in its option pricing model. The weighted average fair value of stock compensation granted for the years ended December 31, 2014 and 2013 was $0 and $25, respectively

The fair value was determined based on the assumptions shown in the table below:

2013

Risk-free interest rate

0.10 – 0.27%

Expected dividend yield

0%

Expected volatility

33.39 – 55.5%

Expected life

2 years

Expected forfeitures

0%

Fair market value of common stock

$0.50 - $24.70

Pursuant to employment contracts entered into between the Company and its executive officers and consultants the Company granted an aggregate of 8,000 options on January 6, 2009 and 1,040 options on August 18, 2010 (3,600 options which expired in 2013) . Each of the options had a four to five year term with an exercise price of $62.50 per share. These options had a fair value of approximately $689,000, based upon the management assumptions using the Black Scholes model .

On March 7, 2013, the Company granted to its Chief Technology Officer 120 seven-year stock options with an exercise price of $62.50 per share. The Company determined that the fair value of the options was de minimis.

The following is a summary of the Company’s stock option activity through December 31, 2014:

Stock

Weighted Average Exercise Price

Options

Outstanding – December 31, 2012

9,018

137.5

Exercisable - December 31, 2012

9,018

112.5

Granted

1,200

11.25

Exercised

–

–

Forfeited/Cancelled

(1,440

)

–

Outstanding – December 31, 2013

8,778

112.5

Exercisable - December 31, 2013

8,778

112.5

Granted

-

-

Exercised

-

-

Forfeited/Cancelled

(658

)

-

Outstanding – December 31, 2014

8,120

70.81

Exercisable – December 31, 2014

8,120

70.81

Stock Options Outstanding

Stock Options Exercisable

Range of

Number

Weighted Average

Weighted Average

Number

Weighted Average

Exercise price

Outstanding

Remaining

Exercise Price

Exercisable

Exercise Price

Contractual

Life (in years)

$

62.50 to $625.00.

8,120

1.31 Years

$

70.81

8,120

$

70.81

The aggregate intrinsic value for outstanding options is calculated as the difference between the exercise price of the underlined options and the quoted price of the Company’s common stock as of December 31, 2014 of $1.17.

Warrants

In connection with the Company's private placement memorandum dated September 2, 2014, for $750,000 of common equity at a price of $0.15 per unit, each investor received one share of common stock plus one warrant to purchase common stock at a strike price of $6.25 for a period of 2 years from the date of the subscription.

The following is a summary of the Company’s warrant activity:

Warrants

Weighted Average Exercise Price

Outstanding – December 31, 2012

309

3,600.00

Exercisable - December 31, 2012

309

3,600.00

Granted

–

–

Exercised

–

–

Forfeited/Cancelled

(80

)

–

Outstanding – December 31, 2013

229

4,250.00

Exercisable - December 31, 2013

229

4,250.00

Granted

12,133

106.27

Exercised

–

–

Forfeited/Cancelled

(123

)

–

Outstanding – December 31, 2014

12,239

106.27

Exercisable - December 31, 2014

12,239

106.27

Warrants Outstanding

Warrants Exercisable

Range of

Number

Weighted

Weighted Average

Number

Weighted Average

Exercise prices

Outstanding

Average

Exercise Price

Exercisable

Exercise Price

Remaining

Contractual

Life (in years)

$

6.25 – 943.75

12,239

1.78 Years

$

106.27

12,239

$

106.27

INCOME_TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 9 - INCOME TAXES	As of December 31, 2014 and 2013, the income tax provision (benefit) consists of the following:
		2014				2013
	Federal:
	Current	$	-			$	-
	Deferred		960,210				(2,043,299	)
	State and local
	Current		-				-
	Deferred		102,517				(218,152	)
	Change in valuation allowance		(1,062,727	)			2,261,451
	Income tax provision (benefit)	$	–				–
	The tax effect of temporary differences that give rise to significant portions of deferred tax assets and liabilities at December 31, 2014 and 2013 consist of the following:
		2014				2013
	Gross deferred tax assets:
	Net operating loss carryforwards	$	3,026,511			$	2,894,420
	Amortization of debt discount		-				170,800
	Accrued salaries		95,985				860,017
	Accrued interest in convertible notes		-				259,986
	Derivative liability		408,075				-
	Total deferred tax assets		3,530,571				4,185,223
	Less: valuation allowance		(3,122,496	)			(4,185,223	)
	Deferred tax asset, net of valuation allowance	$	408,075				–
	Deferred tax liabilities:
	Amortization of debt discount	$	(408,075	)		$	-
	Total deferred tax liabilities		(408,075	)			-
	Net deferred tax asset (liability)	$	-			$	-
	As of December 31, 2014 and 2013, the provision (benefit) for income taxes using the U.S. statutory federal tax rate as compared to the Company's effective tax rate is summarized as follows:
		2014			2013
	Federal statutory rate		(34.0	)%			(34.0	)%
	State tax rate, net of Federal benefit		(3.6	)%			(3.6	)%
	Non-deductible stock compensation		0	%			6.6	%
	Derivative liability		1	%			-
	Convertible debt discount		15.4	%			-
	Deferred true-up		33.3	%			(22.1	)%
	Other permanent differences		3.1	%			-
	Change in: valuation allowance		(15.2	)%			52.4	%
	Effective rate		–	%			–	%
	The Company has U.S. federal and state net operating loss carryovers (“NOL’s”) of approximately $8.0 million and $4.2 million at December 31, 2014 and 2013, respectively, which begin to expire in 2035. Section 382 of the Internal Revenue Code limits the amount of NOL’s available to offset future taxable income when a substantial change in ownership occurs. The Company has not prepared a Section 382 analysis therefore, the amount available to offset future taxable income may be limited since the Company has had significant stock issuances.
	In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore, established a full valuation allowance for the tax years ended December 31, 2014 and 2013.

COMMITMENTS_AND_CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 10 - COMMITMENTS AND CONTINGENCIES	Legal Matters:
	From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business.
	Exergen Litigation
	On October 10, 2012, the Company received a cease and desist demand letter from Exergen Corporation (“Exergen”), claiming that the Company infringed on certain patents relating to the Company's non-contact thermometers. On May 21, 2013 Exergen filed a complaint in the U.S. District Court of the District of Massachusetts against the Company and Thermomedics, Inc. ( its’ wholly owned subsidiary). On September 3, 2013, the Company filed its answer to Exergens’ complaint and asserted counterclaims and affirmative defenses for non-infringement and invalidity of certain patents. On March 26, 2015, Exergen and Sanomedics filed a partial dismissal that removes Sanomedics previous product, the Talking Non-Contact Thermometer, from the lawsuit. Exergen's claims against the Caregiver TouchFree Thermometer are ongoing. The Company will vigorously defend its rights to market and sell the thermometers.
	Prime Time Medical Litigation
	After assuming control of the acquisition of PTM in August 2013, the Company discovered that the Seller failed to disclose that there were on-going audits with respect to PTM’s Medicare and Medicaid billings for periods prior to the consummation of the transaction. These audits escalated and, as a result, PTM can no longer invoice
	Medicare and Medicaid for any products or services and be paid for such products and services until the outcome of the audits which could last several years. Also, as a result of other Medicare and Medicaid audits for periods prior to the consummation of the transaction, Medicare and Medicaid are demanding payments for products that PTM was paid prior to the closing of the transaction that were improper. It is estimated that PTM may owe Medicare and Medicaid up to $500,000 in improper payments and at least another $500,000 in accounts receivable that will not be paid to PTM pending the outcome of the audits. On March 13, 2014, after discovering numerous material differences between financial statements reproduced by the Company and the financial statements provided by the Seller in connection with the Stock Purchase Agreement, coupled with the foregoing events and Medicare and Medicaid’s constraint on PTM’s business and payment stream, the Board of Directors of the Company determined that the business could no longer survive and thus opted to pursue a rescission of the completed transaction with PTM.
	As a result of discoveries of fraud and misrepresentations in the acquisition of Prime Time, as disclosed in Note 6 by the Company, on March 18, 2014, the Company filed a lawsuit against Mark R. Miklos in Miami-Dade County, Florida Case No.14007055CA01, alleging breach of contract, fraud in the inducement, fraudulent misrepresentation, unjust enrichment, conversion, breach of fiduciary duty and damages. The Company is seeking judgment against the Seller, restitution, rescission of the Purchase Agreement and Employment Agreement and return of all moneys paid to the Seller.
	On March 19, 2014 the Company was served with a lawsuit filed by Mark Miklos against the Company and Anovent, Inc. in Hillsborough County, Florida Case No. 14-CA-2520 DIV K, alleging the following: breach of the Employment Agreement entered into with the Company; improper notice of termination; breach of the Short Term Note for $850,000; breach of Promissory Notes A and B for $500,000 each, and further includes an action to foreclose a security interest in personal property and intangibles as a result of the alleged defaults of the Notes and rights under the Security Agreement. The Company will defend itself aggressively in this lawsuit.
	JMJ Litigation
	On May 29, 2014, Justin Keener d/b/a JMJ Financial (“JMJ”) filed a Complaint against the Company in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida. In the Complaint, JMJ alleges that the Company breached a convertible promissory note dated June 17, 2013, pursuant to which JMJ provided $150,000 to the Company on or about June 19, 2013, and an additional $50,000 to the Company on or about December 12, 2013. JMJ alleges that on February 4, 2014, it agreed to accept $280,000 in satisfaction of the note. JMJ alleges that the Company paid $186,667 to JMJ on February 19, 2014. On July 21, 2014, the Company filed its Answer, Affirmative Defenses, and Counterclaim against JMJ. As affirmative defenses, the Company asserts, among others, that JMJ is not entitled to the relief requested because the promissory note at issue charges usurious interest rates in violation of Florida’s usury laws, and because JMJ’s claims for lost profits are speculative. The Company also asserts counter-claims for Declaratory Relief (seeking an order that the promissory note is usurious under Florida law and the entire debt and conversion rights thus are unenforceable, and all moneys paid on the Note by the Company to JMJ must be returned to the Company) and for usury (seeking damages for all moneys paid pursuant to the promissory note, reasonable attorneys’ fees, and costs). The Company intends to defend against JMJ’s claims, and pursue its claims, vigorously.
	Employment and Consulting Agreements:
	The Company signed employment agreements with three executive officers: the President, the Chief Operating Officer and its former Chief Technology Officer. Each agreement is for three years effective January 1, 2009, unless terminated, and provides for a base salary which escalates based on time and the satisfaction of certain milestones. All salaries of these executives are deferred until such time as the Company receives financing and or there is a change of control. As of December 31, 2014 and 2013, the Company has deferred approximately $255,000 and $706,000, respectively, in salaries and bonuses as a result of these agreements. The Company anticipates settling payment of these deferred salaries, bonuses and consulting fees in the near future based upon availability of cash funds and or settlement in the form of equity.
	On July 28, 2010, the Company entered into a three year employment contract with its new Chief Technology Officer, with annual one year renewals. The contract, which was amended on December 20, 2010, provides for a base salary of $125,000, a cash bonus of up to $250,000 if the Company meets certain defined milestones and the grant of a stock option to purchase 6,576 common shares of the Company at $62.50 per share. Up to 25% of the bonus maybe paid in common stock of the Company at the discretion of the Board of Directors.
	On January 6, 2013, the Company entered into a Consulting Agreement with a company for which its Chief Financial Officer is the sole owner and President, which memorialized the employment of the consultant as its Chief Financial Officer on a part-time basis. Pursuant to the agreement, the consultant will receive $5,000 per month, which shall be increased to $7,000 per month on the earlier of April 2013 or when the Company closes a financing of at least $1,000,000. Effective January 2014, the Company and consultant amended the foregoing contract to work on a full time basis for the Company at an annual salary of $150,000.
	On March 7, 2013 the Company entered into a consulting agreement with their former CEO and a major shareholder of the Company. The agreement is for one year and provides for the issuance of 2,000 shares of common stock as payment for unpaid services performed prior to the agreement and, during the term of the agreement cash compensation of $12,500 per month plus the issuance of 2,000 shares of common stock at March 6, 2014 or the earlier termination of the agreement. The contract was terminated September 2014.
	Rental:
	On March 19, 2013 the Company moved its offices and entered into a new lease agreement to occupy approximately 1,200 square feet of office space. The lease provides for monthly base rent of $2,667 effective on April 1, 2013 and increases to $2,746 on April 1, 2014. The lease expires on March 31, 2016.
	Rent expense incurred under the Company’s operating leases amounted to $40,401 and $39,463 during the years ended December 31, 2014 and 2013, respectively.
	Minimum lease commitments over the next five years are as follows:
	Year Ended	Amount
	2015	$	33,693
	2016		8,485
	Totals	$	42,178

SEGMENT_REPORTING_AND_SIGNIFIC

SEGMENT REPORTING AND SIGNIFICANT CONCENTRATIONS	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 11 - SEGMENT REPORTING AND SIGNIFICANT CONCENTRATIONS	The Company currently operates in one reporting segment, the sale of non-contact thermometers; therefore, no segment data is provided.
	Significant Concentrations
	For the year ended December 31, 2014 three customers accounted for 35.4%, 34.5% and 28.3%, respectively (total of 98%) of the Company’s revenues as compared to 41.1%, 28.5% and 29.5% (total of 99%) for the year ended December 31, 2013. At December 31, 2014 two customers accounted for 53.7% and 42.8% of the Company’s accounts receivable respectively (total of 97%) as compared to three customers accounting for 38.9%, 23.6% and 37.3% respectively (a total of 99%) at December 31, 2013.
	For the years ended December 31, 2014 and 2013, one vendor accounted for 98% of its purchases.

RELATED_PARTY_DISCLOSURE

RELATED PARTY DISCLOSURE	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 12 - RELATED PARTY DISCLOSURE	The accompanying consolidated financial statements for 2014 and 2013 reflect accrued interest on notes payable due an affiliate of the former CEO of $23,893 and $265,923, respectively, and interest expense of $85,916 and $94,229, respectively.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
NOTE 13 - SUBSEQUENT EVENTS	Common Stock Issuances:
	During January 1, 2015 and April 15, 2015, the Company issued a total of 5,932,061 shares to three (3) parties in connection with the conversion of $90,796 in convertible debt held.
	On January 5, 2015, and March 19, 2015, the Company issued a total of 103,652 shares of restricted common stock to two (2) consultants as payment for financial consulting & investor relations services with a total value of $32,500.
	During January 1, 2015 and April 14, 2015, the Company issued 3,586,691 shares to a Company owned by a former officer and shareholder in connection with the conversion of $46,433 in convertible debt held.
	During March, 2015 the Company issued 1,424,253 shares of restricted common stock to an officer of the Company in connection with the conversion of $50,000 in convertible stock held.
	From January 1, 2015 to April 6, 2015 the Company issued Redwood a total of 2,171,309 shares in connection with the conversion of $175,143 in convertible debt held.
	Reverse Stock Split:
	On January 20, 2015, the Company’s stockholders approved a reverse stock split of its common stock at a ratio of 1-for-125. The reverse stock split became effective on February 9, 2015. All applicable share and per share amounts have been adjusted to reflex the reverse stock split. Additionally in the same corporate action the Company’s shareholders approved a change of its corporate name to Sanomedics, Inc., and an increase of the number of authorized shares of its common stock from 250,000,000 to 650,000,000.
	Preferred Stock:
	On April 30, 2015, the Company’s Board of Directors and Series A preferred shareholders approved a resolution to amend the conversion rights of the preferred shareholders to apply solely for purposes of the computation of voting interest.
	Other 3rd Party Debt Financing:
	On February 9, 2015, the Company entered into two (2) separate Securities Purchase Agreements and convertible promissory notes (“Notes”) with two (2) companies for total principal amount of $225,000. At closing, February 21, 2015, $75,000 was funded with an additional $150,000 total to be provided, of which $75,000 shall be purchased on the 30th calendar date following closing, and $75,000 shall be purchased on the 60th calendar date following closing. The Notes for the initial $75,000, are due on February 8, 2016, bear interest at 12% per annum until paid or to maturity. The Note conversions are at the election of the lenders at any time at a price equal to 62.50% of the lowest traded VWAP, determined on the then current trading market for the Company’s common stock, for 20 trading days prior to conversion.
	Management has evaluated the subsequent events through the date at which the consolidated financial statements were available for issuance.

DESCRIPTION_OF_BUSINESS_AND_SU1

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Description of Business	Sanomedics, Inc. formerly Sanomedics International Holdings, Inc. (the “Company”) formerly Grand Niagara Mining and Development Co, Inc. ("Grand Niagara") was originally incorporated in the state of Idaho in 1955 and re-domiciled in the state of Delaware on April 6, 2009. The Company designs, develops, markets and distributes non-invasive infrared thermometers principally for healthcare providers.
Rescission of Prime Time Medical, Inc.	On August 30, 2013, the Company acquired a 100% interest and assumed full financial and operational control of Prime Time Medical Inc. (“Prime Time”) pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Prime Time and Mark R. Miklos (“Miklos”), the sole equity holder and seller of Prime Time for a total purchase price of $3,100,000, subject to certain adjustments. The purchase price consisted of a combination of $1,350,000 in cash, promissory notes of $1,000,000 and 425 shares of the Company’s restricted common stock with a fair value of $750,000.
	After assuming control, the Company discovered that the Seller failed to disclose that there were on-going audits with respect to Prime Time’s Medicare and Medicaid billings for periods prior to the consummation of the transaction. These audits have escalated and, as a result, Prime Time could no longer invoice Medicare and Medicaid for any products or services and be paid for such products and services until the outcome of the audits which could last at least two years. Also, as a result of other Medicare and Medicaid audits for periods prior to the consummation of the transaction, Medicare and Medicaid are demanding payments for products that Prime Time was paid prior to the closing of the transaction that were improper. It is estimated that Prime Time may owe Medicare and Medicaid up to $500,000 in improper payments and at least another $500,000 in accounts receivable that will not be paid to Prime Time pending the outcome of the audits.
	On March 13, 2014, after discovering numerous material differences between financial statements reproduced by the Company and the financial statements provided by Miklos in connection with the Stock Purchase Agreement, coupled with the foregoing events and Medicare and Medicaid’s constraint on Prime Time’s business and payment stream, the Board of Directors of the Company determined that the business could no longer survive and thus opted to pursue a rescission of the completed transaction with Prime Time. In connection with the contemplated rescission recorded a loss on rescission of $1,790,000 from its investment and advances in Prime Time in the accompanying consolidated statements of operation for the year ended December 31, 2013. The accompanying consolidated balance sheets as of December 31, 2013 also reflect an accrual for payments related to the rescission of $500,000 paid subsequently. The Company paid $334,298 of this amount during 2014.
	On March 18, 2014, the Company filed a lawsuit against Miklos alleging breach of contract, fraud in the inducement, fraudulent misrepresentation, unjust enrichment, conversion, breach of fiduciary duty and damages. The Company is seeking judgment against the Seller, restitution, rescission of the Stock Purchase Agreement and Employment Agreement and return of all monies and stock paid to the Seller.
	On March 19, 2014 the Company was served with a lawsuit filed by Miklos against the Company and Anovent, Inc., alleging breach of the Employment Agreement entered into with the Company, improper notice of termination, and other action to foreclose a security interest in personal property and intangibles as a result of the alleged defaults under the Security Agreement. The Company believes there is no merit to the Miklos lawsuit and intends to defend itself aggressively.
Principles of Consolidation	The Company consolidates its 100% interest in the following entities: Thermomedics, Inc., Sanomedics Development, Inc. (inactive since 2010), Anovent, Inc., and Biscayne Medical LLC.; with the last two companies formed as acquisition corporations with no activity to date. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use Of Estimates	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Use of estimates includes the following: 1) valuation of derivative and equity instruments, 2) allowance for doubtful accounts, 3) estimated useful lives of property, equipment and intangible assets, 4) revenue recognition, and 5) estimates related to deferred tax assets.
Cash	For purposes of reporting cash flows, the Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2014 and 2013, the Company had no cash equivalents.
Revenue Recognition	Revenue from sales of the Company’s products is recorded when title and risk of loss have passed to the buyer and criteria for revenue recognition is met. The Company sells its products to individual consumers and resellers upon receipt of a written order. The Company has a limited return policy for defective items that requires that they give the Company notice within 30 days after receipt of the product, however such risk is passed to the manufacturer and therefore, the Company recognizes revenue at the time of delivery without providing any reserve.
	Certain product sales are subject to rights of return. Such rights include the right to return defective items within 30 days and with certain large accounts a right to return unsold product. For products sold where the buyer has the right to return the product, the Company recognizes revenue at the time of sale only if (1) the Company’s price to the buyer is substantially fixed or determinable at the date of sale, (2) the buyer has paid the Company, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product, (3) the buyer’s obligation to the Company would not be changed in the event of theft or physical destruction or damage of the product, (4) the buyer acquiring the product for resale has economic substance apart from that provided by the seller, (5) the Company does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and (6) the amount of future returns can be reasonably estimated. The Company recognizes such product revenues when either it has met all the above criteria, including the ability to reasonably estimate the right of return of unsold items, or when it can reasonably estimate that the return privilege has expired. The Company has incurred an immaterial amount of returns.
Concentration of Credit Risk	Financial instruments which subject the Company to concentrations of credit risk include cash and accounts receivable. At times throughout the year, the Company might maintain bank balances that may exceed Federal Deposit Insurance Corporation (FDIC) insured limits. Periodically, the Company evaluates the credit worthiness of the financial institution and, has not experienced any losses in such accounts. The Company extends credit based on an evaluation of the customer's financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, as required.
Accounts Receivable	Accounts receivable represents amounts due from the Company’s customers. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management utilizes a specific customer identification methodology. Management also considers historical losses adjusted for current market conditions and the customers’ financial condition and the current receivables aging and current payment patterns. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance sheet credit exposure related to its customers. The Company’s allowance for doubtful accounts was $12,000 and $0 for the years ended December 31, 2014 and 2013, respectively.
Inventories	Inventories are stated at the lower of cost (on a first-in, first-out basis) or market value. The stated cost is comprised of finished goods of non-invasive thermometers. Reserves, if necessary, are recorded to reduce inventory to market value based on assumptions about consumer demand, current inventory levels and product life cycles for the various inventory items. These assumptions are evaluated quarterly and are based on the Company’s business plan and from feedback from customers and the product development team; however, as the Company has a fairly limited operating history, estimates can vary significantly. As of December 31, 2014 and 2013, inventory reserves were not material.
Reserves for Warranty	The Company records a reserve at the time product revenue is recorded based on historical rates. The reserve is reviewed during the year and is adjusted, if appropriate, to reflect new product offerings or changes in experience. Actual warranty claims are tracked by product line. The warranty reserve was not material during either year ended.
Fixed Assets	Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which is generally 5 to 7 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income or expense.
	The Company will periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.
Advertising Costs	Advertising costs are expensed as incurred. Advertising costs for the years ended December 31, 2014 and 2013 were $10,981 and $25,432, respectively.
Shipping and Handling	Costs incurred by the Company for shipping and handling are included in costs of revenues. Shipping and handling costs for the years ended December 31, 2014 and 2013 were $17,297 and $16,194, respectively.
Income Taxes	The Company accounts for income taxes under ASC 740, Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period, which includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
	ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. This first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.
	Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company's evaluation was performed for the tax years ended December 31, 2014 and 2013. The Company does not expect any changes in its unrecognized tax benefits in the next year.
	The Company’s policy for recording interest and penalties related to unrecognized tax benefits is to record such expenses as a component of current income tax expense. As of December 31, 2014 and 2013, the Company has no accrued interest or penalties related to uncertain tax positions.
Research and Development Expense	Costs related to research and development, which primarily consists of salaries and benefits, stock compensation and consulting are charged to expense as incurred.
Patents	We capitalize external cost, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights. We expense cost associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized patent cost for internally generated patents on a straight-line basis over ten years, which represents the estimate useful lives of the patents. We assess the potential impairment to all capitalized net patent cost when events or changes in circumstances indicate that the carrying amount of our patent portfolio may not be recoverable. As of December 31, 2014 and 2013 patent costs, net of amortization of $22,937 and $17,957, respectively, totaled $11,836 and $16,816, respectively. The Company incurred amortization expense of $4,980 for the years ended December 31, 2014 and 2013 related to these patents. Future amortization is expected to be $4,980 in 2015 and 2016 and $1,876 in 2017.
Derivatives	The Company used the Monte Carlo simulation pricing model to determine the fair value of the derivative liability related to embedded conversion features included in the related party convertible note-officer and convertible promissory notes. The Company derived the fair value of the embedded conversion features using the common stock price, the exercise price of the embedded stock, the risk-free interest rate, the historical volatility, and the Company's dividend yield. The Company does not have sufficient historical data to use its historical volatility; therefore the expected volatility is based on the historical volatility of comparable companies. The Company developed scenarios to take into account estimated probabilities of future outcomes. The fair value of the embedded conversion liabilities is classified as Level 3 within the Company's fair value hierarchy.
Convertible Debt	The Company accounts for hybrid contracts that feature conversion options in accordance with applicable GAAP. Accounting Standards Codification 815 “Derivatives and Hedging Activities,” (“ASC 815”) requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
	Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC 470-20 “Debt with Conversion and Other Options” (“ASC 470-20”). Under ASC 470-20 the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company accounts for convertible instruments (when the Company has determined that the embedded conversion options should be bifurcated from their host instruments) in accordance with ASC 815. Under ASC 815, a portion of the proceeds received upon the issuance of the hybrid contract are allocated to the fair value of the derivative. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations.
Basic and Diluted Net Loss Per Share	The Company computes net income (loss) per share in accordance with ASC Topic 260, Earning per Share, which requires presentation of both basic and diluted earnings per share ("EPS") on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period, including contingently issuable shares where the contingency has been resolved. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted loss per share excludes all dilutive potential shares as their effect is anti-dilutive. For the years ended December 31, 2014 and 2013, outstanding stock options, warrants, and shares issuable upon conversion of convertible notes were anti-dilutive because of net losses, and, as such, their effect has not been included in the calculation of diluted net loss per share.
		Years Ended December 31,
		2014		2013
	Options		8,120		8,778
	Warrants		12,239		229
	Shares from convertible notes (1)		10,543,785		7,168
	Total		10,543,785		7,168
	(1) Shares issuable upon conversion of preferred stock have been excluded from this computation because of the specific right of conversion as further explained in Notes 8 and 13.
Stock Based Compensation	The Company applies the fair value method of ASC 718, Compensation-Stock Compensation, in accounting for its stock based compensation. This standard states that compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period, if any. The Company uses the Black-Scholes option pricing model to determine the fair value of its stock, stock options and warrant issuance. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price, volatility over the term of the awards, actual employee exercise behaviors, risk-free interest rate and expected dividends.
Fair Value	FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:
	Level 1—Quoted market prices for identical assets or liabilities in active markets or observable inputs;
	Level 2—Significant other observable inputs that can be corroborated by observable market data; and
	Level 3—Significant unobservable inputs that cannot be corroborated by observable market data.
	The carrying amounts of cash, accounts receivable, accrued salaries payable, accounts payable and other liabilities, and accrued interest payable approximate fair value because of the short-term nature of these items.
	The fair value of the Company’s debt approximated the carrying value of the Company's debt as of December 31, 2014 and December 31, 2013. Factors that the Company considered when estimating the fair value of its debt included market conditions, liquidity levels in the private placement market, variability in pricing from multiple lenders and term of debt.
Recent Accounting Pronouncements	On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is effective for public entities for annual reporting periods beginning after December 15, 2016. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard in 2018.
	In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ("ASU No. 2014-12"). ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. ASU No. 2014-12 is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. The adoption of the provisions of ASU No. 2014-12 is not expected to have a material impact on the company's financial position or results of operations.
	In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern—Disclosures of Uncertainties about an entity’s Ability to Continue as a Going Concern (“ASU 2014-15”) . ASU 2014-15 provides new guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards and to provide related footnote disclosures. This new guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The requirements of ASU 2014-15 are not expected to have a significant impact on the consolidated financial statements.
	In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for the fiscal years beginning after December 15, 2015. Early adoption permitted for the financial statements that have not been previously issued. The adoption of this statement will impact future presentation and disclosures of the financial statements.
Reclassifications	Certain 2013 balances were reclassified to conform to classifications used in the current period.

DESCRIPTION_OF_BUSINESS_AND_SU2

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2014
Description Of Business And Summary Of Significant Accounting Policies Tables
Net loss per share		Years Ended December 31,
		2014		2013
	Options		8,120		8,778
	Warrants		12,239		229
	Shares from convertible notes (1)		10,543,785		7,168
	Total		10,543,785		7,168

FIXED_ASSETS_NET_Tables

FIXED ASSETS, NET (Tables)	12 Months Ended
	Dec. 31, 2014
Notes to Financial Statements
Fixed assets, net		December 31,		December 31,
		2014		2013
	Furniture and equipment	$	41,883	$	27,715
	Less accumulated depreciation		21,843		15,153
		$	20,040	$	12,562

NOTES_PAYABLE_RELATED_PARTY_Ta

NOTES PAYABLE -RELATED PARTY (Tables)	12 Months Ended
	Dec. 31, 2014
Notes Payable -Related Party Tables
Schedule of Notes payable	Notes payable to related parties consists of the following:
		December 31,		December 31,
		2014		2013
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated September 30, 2010. Note accrues interest at 9% per annum, due and payable on March 31, 2015 (A)	$	-	$	50,000
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated March 12, 2011. Note accrues interest at 9% per annum, due and payable on March 31, 2015 (A)		-		66,750
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated September 30, 2011. Note accrues interest at 9% per annum, due and payable on March 15, 2015 (A)		-		95,000
	Secured Convertible Promissory Note - CLSS Holdings, LLC, dated March 12, 2011. Note accrues interest at 8% per annum, due and payable on March 15, 2015 (A)		-		334,787
	Two Secured Convertible Promissory Note – CLSS Holdings, LLC, dated June 30, 2014. Notes accrue interest at 8 % per annum, due and payable on June 1, 2016, net of discount of $369,477 and $- ( B )		131,243		-
	Secured convertible Promissory Note – CLSS Holdings, LLC dated December 1, 2014 Note accrues interest at 8% per annum, due and payable November 30, 2017, net of discount of $235,856.		6,644		-
	Convertible Promissory Note - Officer dated June 17, 2013. Note accrues interest at 9% per annum, due and payable on March 15, 2016 , net of discount of $48,306 and $502,385(C)		305,032		200,954
	Total Notes		442,919		747,491
	Other advances from CLSS Holdings, Inc, LLC, not evidenced by a promissory Note		-		1,125,632
			442,919		1,873,123
	Less: Current portion		-		-
		$	442,919	$	1,873,123
Future maturities of related party debt	Year Ending December 31,
	2015	$	-
	2016	$	436,275
	2017	$	6,644
	Total Principal Payments	$	442,919

CONVERTIBLE_NOTES_PAYABLE_Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2014
Convertible Notes Payable Tables
Convertible notes payable	Third party convertible notes payable consists of the following:
		December 31,			December 31,
		2014			2013
	Convertible promissory note with interest at 9% per annum, convertible into common shares at fixed price of $0.50 per share. Matured on August 24, 2014 net of unamortized discount of $-0- and $37,500, respectively. (A)	$	65,497		$	37,500
	Seven (7) Convertible promissory notes with interest ranging from 6% to 12% per annum, convertible into common shares at a conversion price prices ranging from 10%to 50% discount to defined market prices. Maturity ranging from August 6, 2013 through October 25, 2014, net of unamortized discount of $ - and $229,907, respectively.(A)(B)		36,500			151,519
	Two (2) Convertible promissory notes with interest at 12% per annum (zero interest first 90 days) ,plus 10% original interest discount, convertible at a conversion price of 30% discount to defined market price . Matured on June 16, 2014 and December 9, 2014, net of unamortized discount of $ -0- and $97,587. (A)		57,598			111,743
	Five (5) Convertible promissory notes with interest ranging from 5.25% to 12% per annum, convertible into common shares at a conversion price of 50% discount to defined market prices. Maturity ranging from October 22, 2014 through October 11, 2015, net of unamortized discount of $ 52,763 and $ -0-, respectively. (A)(B)		113,548			-0-
	Two (2) Convertible promissory notes with interest at 8% per annum, convertible into common shares at a conversion price of 15% discount to defined market prices .Matures on August 1, 2015 and October 11, 2015, respectively, net of unamortized discount of $ 80,599 and $ -0-, respectively. (A)(B)		679,401			-0-
	Three (3) Convertible promissory notes with interest ranging from 12% to 13% per annum, convertible into common shares at a conversion price of 37.50% discount to defined market prices. Matures on April 15, 2015 through May 27, 2016, respectively, net of unamortized discount of $287,936 and $ -0-, respectively. (B)		680,503			-0-
			1,633,047			300,762
	Less current portion		(1,633,047	)		(300,762	)
		$	-0-		$	-0-

DERIVATIVE_LIABILITIES_Tables

DERIVATIVE LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2014
Derivative Liabilities Tables
Summary of the assets that are measured at fair value on a recurring basis		Consolidated Balance Sheet				Quoted Prices in Active Markets for Identical Assets or Liabilities(Level 1)			Quoted Prices for Similar Assets or Liabilities in Active Markets(Level 2)		Significant Unobservable
											Inputs(Level 3)
	Derivative Liabilities:
	December 31, 2014- Contingent consideration	$	2,771,414			$	-		$	-	$	2,771,414
	December 31, 2013- Contingent consideration	$	1,070,728			$	-		$	-	$	1,070,728
Fair value assets measured valuation techniques		For the Years Ended
		December 31,
		2014				2013
	Beginning balance	$	1,070,728			$	40,697
	Aggregate fair value of conversion features upon issuance		5,665,527				42,505,617
	Fair value of extinguishment of convertible notes		(4,689,838	)
	Net transfer into level 3		425,010	(1	)		-
	Fair value of warrants netted against common stock issued for stock		111,166
	Change in fair value of conversion features		723,137				(41,475,586	)
	Change in fair value of warrant and stock option derivative liabilities		(534,316	)			-
	Ending balance	$	2,771,414			$	1,070,728

EQUITY_Tables

EQUITY (Tables)

12 Months Ended

Dec. 31, 2014

Equity Tables

Stock options valuation assumptions

2013

Risk-free interest rate

0.10 – 0.27%

Expected dividend yield

0%

Expected volatility

33.39 – 55.5%

Expected life

2 years

Expected forfeitures

0%

Fair market value of common stock

$0.50-$24.70

The Company's stock option activity

Stock

Weighted Average Exercise Price

Options

Outstanding – December 31, 2012

9,018

137.5

Exercisable - December 31, 2012

9,018

112.5

Granted

1,200

11.25

Exercised

–

–

Forfeited/Cancelled

(1,440

)

–

Outstanding – December 31, 2013

8,778

112.5

Exercisable - December 31, 2013

8,778

112.5

Granted

-

-

Exercised

-

-

Forfeited/Cancelled

(658

)

-

Outstanding – December 31, 2014

8,120

70.81

Exercisable – December 31, 2014

8,120

70.81

Stock Options Outstanding

Stock Options Exercisable

Range of

Number

Weighted Average

Weighted Average

Number

Weighted Average

Exercise price

Outstanding

Remaining Contractual

Exercise Price

Exercisable

Exercise Price

Life (in years)

$

62.50 to $625.00.

8,120

1.31 Years

$

70.81

8,120

$

70.81

Summary of the Company's warrant activity

Warrants

Weighted Average Exercise Price

Outstanding – December 31, 2012

309

3,600.00

Exercisable - December 31, 2012

309

3,600.00

Granted

–

–

Exercised

–

–

Forfeited/Cancelled

(80

)

–

Outstanding – December 31, 2013

229

4,250.00

Exercisable - December 31, 2013

229

4,250.00

Granted

12,133

106.27.

Exercised

–

–

Forfeited/Cancelled

(123

)

–

Outstanding – December 31, 2014

12,239

106.27

Exercisable - December 31, 2014

12,239

106.27

Warrants Outstanding

Warrants Exercisable

Range of

Number

Weighted Average

Weighted Average

Number

Weighted Average

Exercise prices

Outstanding

Remaining Contractual

Exercise Price

Exercisable

Exercise Price

Life (in years)

$

6.25 – 943.75

12,239

1.78 Years

$

106.27

12,239

$

106.27

INCOME_TAXES_Tables

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2014
Income Taxes Tables
Income tax provision		2014				2013
	Federal:
	Current	$	-			$	-
	Deferred		960,210				(2,043,299	)
	State and local
	Current		-				-
	Deferred		102,517				(218,152	)
	Change in valuation allowance		(1,062,727	)			2,261,451
	Income tax provision (benefit)	$	–				–
Deferred tax assets and liabilities		2014				2013
	Gross deferred tax assets:
	Net operating loss carryforwards	$	3,026,511			$	2,894,420
	Amortization of debt discount		-				170,800
	Accrued salaries		95,985				860,017
	Accrued interest in convertible notes		-				259,986
	Derivative liability		408,075				-
	Total deferred tax assets		3,530,571				4,185,223
	Less: valuation allowance		(3,122,496	)			(4,185,223	)
	Deferred tax asset, net of valuation allowance	$	408,075				–
	Deferred tax liabilities:
	Amortization of debt discount	$	(408,075	)		$	-
	Total deferred tax liabilities		(408,075	)			-
	Net deferred tax asset (liability)	$	-			$	-
Summary of effective tax rate	As of December 31, 2014 and 2013, the provision (benefit) for income taxes using the U.S. statutory federal tax rate as compared to the Company's effective tax rate is summarized as follows:
		2014			2013
	Federal statutory rate		(34.0	)%			(34.0	)%
	State tax rate, net of Federal benefit		(3.6	)%			(3.6	)%
	Non-deductible stock compensation		0	%			6.6	%
	Derivative liability		1	%			-
	Convertible debt discount		15.4	%			-
	Deferred true-up		33.3	%			(22.1	)%
	Other permanent differences		3.1	%			-
	Change in: valuation allowance		(15.2	)%			52.4	%
	Effective rate		–	%			–	%

COMMITMENTS_AND_CONTINGENCIES_

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2014
Commitments And Contingencies Tables
Minimum lease commitments	Year Ended	Amount
	2015	$	33,693
	2016		8,485
	Totals	$	42,178

DESCRIPTION_OF_BUSINESS_AND_SU3

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Total	10,543,785	7,168
Options
Total	8,120	8,778
Warrant [Member]
Total	12,239	229
Shares from convertible stock (1)
Total	10,543,785	7,168

DESCRIPTION_OF_BUSINESS_AND_SU4

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Notes to Financial Statements
Loss on rescission		$1,790,000
Payments to accrual related party		500,000
Allowance for doubtful accounts	12,000	0
Advertising costs	10,981	25,432
Shipping and handling costs	17,297	16,194
Patent costs, net of amortization	22,937	17,957
Patents, net	11,836	16,816
Future amortization expected year 2015	4,980
Future amortization expected year 2016	4,980
Future amortization expected year 2017	1,876
Total future amortization expected Expenses	$4,980	$4,980

LIQUIDITY_AND_GOING_CONCERN_De

LIQUIDITY AND GOING CONCERN (Details Narrative) (USD $)	Dec. 31, 2014
Liquidity And Going Concern Details Narrative
Loans from an affiliate of the Company's former Chief Executive Officer	$853,000
Convertible debt instruments	$1,400,000

FIXED_ASSETS_NET_Details

FIXED ASSETS, NET (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Fixed Assets Net Details
Furniture and equipment	$41,883	$27,715
Less accumulated depreciation	21,843	15,153
Fixed asset, net	$20,040	$12,562

FIXED_ASSETS_NET_Details_Narra

FIXED ASSETS, NET (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Fixed Assets Net Details
Depreciation expense	$6,689	$4,488

REVOLVING_LINE_OF_CREDIT_AND_R1

REVOLVING LINE OF CREDIT AND REFINANCING (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014
Revolving Line Of Credit And Refinancing Details Narrative
Debt extinguishment expense	$581,147
Refinanced Redwood notes	388,181
Debt discount, net	$72,842

NOTES_PAYABLE_RELATED_PARTY_De

NOTES PAYABLE - RELATED PARTY (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Total Notes	$442,919	$747,491
Other advances from CLSS Holdings, Inc, LLC, not evidenced by a promissory Note		1,125,632
Notes payable - related party	442,919	1,873,123
Less: Current portion
Notes Payable-related parties	442,919	1,873,123
Secured Convertible Promissory Note September 30, 2010 [Member]
Total Notes		50,000
Secured Convertible Promissory Note March 12, 2011 [Member]
Total Notes		66,750
Secured Convertible Promissory Note September 30, 2011 [Member]
Total Notes		95,000
Secured Convertible Promissory Note One March 12, 2011 [Member]
Total Notes		334,787
Two Secured Convertible Promissory Note June 30, 2014 [Member]
Total Notes	131,243
Secured convertible Promissory Note December 1, 2014 [Member]
Total Notes	6,644
Convertible Promissory Note June 17, 2013 [Member]
Total Notes	$305,032	$200,954

NOTES_PAYABLE_RELATED_PARTY_De1

NOTES PAYABLE - RELATED PARTY (Details 1) (USD $)	Dec. 31, 2014
Notes Payable - Related Party Details 1
2015
2016	436,275
2017	6,644
Total Principal Payments	$442,919

CONVERTIBLE_NOTES_PAYABLE_Deta

CONVERTIBLE NOTES PAYABLE (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Convertible notes payable	$1,633,047	$300,762
Less current portion	-1,633,047	-300,762
Total	0	0
Convertible notes payable One [Member]
Convertible notes payable	65,497	37,500
Convertible notes payable Two [Member]
Convertible notes payable	36,500	151,519
Convertible notes payable Three [Member]
Convertible notes payable	57,598	111,743
Convertible notes payable Four [Member]
Convertible notes payable	113,548	0
Convertible notes payable Five [Member]
Convertible notes payable	679,401	0
Convertible notes payable Six [Member]
Convertible notes payable	$680,503	$0

CONVERTIBLE_NOTES_PAYABLE_Deta1

CONVERTIBLE NOTES PAYABLE (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Convertible Notes Payable Details Narrative
Derivative liability as discounts	$3,525,257	$828,906
Amortization of debt discount	$2,861,477	$453,894

DERIVATIVE_LIABILITIES_Details

DERIVATIVE LIABILITIES (Details) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Derivative Liabilities	$2,771,414	$1,070,728
Level 1 [Member]
Derivative Liabilities
Level 2 [Member]
Derivative Liabilities
Level 3 [Member]
Derivative Liabilities	$2,771,414	$1,070,728

DERIVATIVE_LIABILITIES_Details1

DERIVATIVE LIABILITIES (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Derivative Liabilities Details 1
Beginning balance	$1,070,728	$40,697
Aggregate fair value of conversion features upon issuance	5,665,527	42,505,617
Fair value of extinguishment of convertible notes	-4,689,838
Net transfer into level 3	425,010
Fair value of warrants netted against common stock issued for stock	111,166
Change in fair value of conversion features	723,137	-41,475,586
Change in fair value of warrant and stock option derivative liabilities	-534,316
Ending balance	$2,771,414	$1,070,728

DERIVATIVE_LIABILITIES_Details2

DERIVATIVE LIABILITIES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Fair value of derivative liabilities	$2,771,414	1,070,728
Conversion prices per share		1.8
Minimum
Conversion prices per share	$0.09
Risk free interest rate	0.03%	0.10%
Remaining life of conversion features	1 month 13 days	5 months 9 days
Volatility ranging	21.51%	42.90%
Maximum
Conversion prices per share	$42.50
Risk free interest rate	0.25%	0.13%
Remaining life of conversion features	3 years	1 year 2 months 27 days
Volatility ranging	75.48%	55.50%

EQUITY_Details

EQUITY (Details) (USD $)	12 Months Ended
	Dec. 31, 2013
Expected dividend yield	0.00%
Expected life	2 years
Expected forfeitures	0.00%
Minimum
Risk-free interest rate	0.10%
Expected volatility	33.39%
Fair market value of common stock	0.5
Maximum
Risk-free interest rate	0.27%
Expected volatility	55.50%
Fair market value of common stock	24.7

EQUITY_Details_1

EQUITY (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Stock Options
Outstanding	8,778	9,018
Exercisable	8,778	9,018
Granted		1,200
Exercised
Forfeited/Cancelled	-658	-1,440
Outstanding	8,120	8,778
Exercisable	8,120	8,778
Weighted Average Exercise Price
Outstanding	$112.50	$137.50
Exercisable	$112.50	$112.50
Granted		$11.25
Exercised
Forfeited/Cancelled
Outstanding	$70.81	$112.50
Exercisable	$70.81	$112.50

EQUITY_Details_2

EQUITY (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Number Outstanding	8,120	8,778	9,018
Weighted Average Remaining Contractual Life (in years)	1 year 3 months 22 days
Weighted Average Exercise Price	$70.81	$112.50	$137.50
Number Exercisable	8,120
Number Exercisable Weighted Average Exercise Price	$70.81
Maximum
Range of Exercise price	$62.50
Minimum
Range of Exercise price	$625

EQUITY_Details_3

EQUITY (Details 3) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Warrants
Outstanding	8,778	9,018
Exercisable	8,778	9,018
Granted		1,200
Exercised
Forfeited/Cancelled	-658	-1,440
Outstanding	8,120	8,778
Exercisable	8,120	8,778
Weighted Average Exercise Price
Outstanding	$112.50	$137.50
Exercisable	$112.50	$112.50
Granted		$11.25
Exercised
Forfeited/Cancelled
Outstanding	$70.81	$112.50
Exercisable	$70.81	$112.50
Warrant [Member]
Warrants
Outstanding	229	309
Exercisable	229	309
Granted	12,133
Exercised
Forfeited/Cancelled	-123	-80
Outstanding	12,239	229
Exercisable	12,239	229
Weighted Average Exercise Price
Outstanding	$4,250	$3,600
Exercisable	$4,250	$3,600
Granted	$106.27
Exercised
Forfeited/Cancelled
Outstanding	$106.27	$4,250
Exercisable	$106.27	$4,250

EQUITY_Details_4

EQUITY (Details 4) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Number Outstanding	8,120	8,778	9,018
Weighted Average Remaining Contractual Life (in years)	1 year 3 months 22 days
Weighted Average Exercise Price	$70.81	$112.50	$137.50
Number Exercisable	8,120
Number Exercisable Weighted Average Exercise Price	$70.81
Minimum
Range of Exercise price	$625
Maximum
Range of Exercise price	$62.50
Warrant [Member]
Number Outstanding	12,239	229	309
Weighted Average Remaining Contractual Life (in years)	1 year 9 months 11 days
Weighted Average Exercise Price	$106.27	$4,250	$3,600
Number Exercisable	12,239
Number Exercisable Weighted Average Exercise Price	$106.27
Warrant [Member] | Minimum
Range of Exercise price	$6.25
Warrant [Member] | Maximum
Range of Exercise price	$943.75

EQUITY_Details_Narrative

EQUITY (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Equity Details Narrative
Sale of common stock	2,576
Weighted average fair value of stock compensation granted	$0	$25
Intrinsic value for outstanding options	$1.17

INCOME_TAXES_Details

INCOME TAXES (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Income Taxes Details
Current
Deferred	960,210	-2,043,299
Current
Deferred	102,517	-218,152
Change in valuation allowance	-1,062,727	2,261,451
Income tax provision (benefit)

INCOME_TAXES_Details_1

INCOME TAXES (Details 1) (USD $)	Dec. 31, 2014	Dec. 31, 2013
Gross deferred tax assets:
Net operating loss carryforwards	$3,026,511	$2,894,420
Amortization of debt discount		170,800
Accrued salaries	95,985	860,017
Accrued interest in convertible notes		259,986
Derivative liability	408,075
Total deferred tax assets	3,530,571	4,185,223
Less: valuation allowance	-3,122,496	-4,185,223
Net deferred tax asset	408,075
Deferred tax liabilities:
Amortization of debt discount	-408,075
Total deferred tax liabilities	-408,075
Net deferred tax asset (liability)

INCOME_TAXES_Details_2

INCOME TAXES (Details 2)	Dec. 31, 2014	Dec. 31, 2013
Income Taxes Details 2
Federal statutory rate	-34.00%	-34.00%
State tax rate, net of Federal benefit	-3.60%	-3.60%
Non-deductible stock compensation	0.00%	6.60%
Derivative liability	0.10%
Convertible debt discount	15.40%
Deferred true-up	33.30%	-22.10%
Other permanent differences	3.10%
Change in: valuation allowance	-15.20%	52.40%
Effective rate

INCOME_TAXES_Details_Narrative

INCOME TAXES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Income Taxes Details Narrative
Net operating loss carry forwards	$8,000,000	$4,200,000
Net operating loss carry forwards expiration dates	2035

COMMITMENTS_AND_CONTINGENCIES_1

COMMITMENTS AND CONTINGENCIES (Details) (USD $)	Dec. 31, 2014
Commitments And Contingencies Details
2015	$33,693
2016	8,485
Totals	$77,558

COMMITMENTS_AND_CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Commitments And Contingencies Details Narrative
Deferred Compensation Liability in salaries, bonuses and consulting fees	$255,000	$706,000
Rent expense	$40,401	$39,463

SEGMENT_REPORTING_AND_SIGNIFIC1

SEGMENT REPORTING AND SIGNIFICANT CONCENTRATIONS (Details Narrative)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Customer One [Member]
Significant Concentrations revenue percentage	35.40%	41.10%
Significant Concentrations accounts receivable percentage	53.70%	38.90%
Customer Two [Member]
Significant Concentrations revenue percentage	35.40%	28.50%
Significant Concentrations accounts receivable percentage	42.80%	23.60%
Customer Three [Member]
Significant Concentrations revenue percentage	28.30%	29.50%
Significant Concentrations accounts receivable percentage	99.00%	37.30%
Three customers [Member]
Significant Concentrations revenue percentage	98.00%	99.00%
Significant Concentrations accounts receivable percentage	97.00%	99.00%
Vendor [Member]
Significant Concentrations purchases	98.00%

RELATED_PARTY_DISCLOSURE_Detai

RELATED PARTY DISCLOSURE (Details Narrative) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Interest expense	$85,916	$94,229
Former Chief Executive Officer [Member]
Accrued interest on notes payable	$23,893	$265,923